<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
REGISTRATION NO. 333-50657
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANSNATIONAL FINANCIAL CORPORATION
(NAME OF SMALL BUSINESS ISSUER)
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CALIFORNIA 6162 94-2964195
(STATE OR JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
301 JUNIPERO SERRA BLVD.
SUITE 270
SAN FRANCISCO, CA 94127
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
JOSEPH KRISTUL
301 JUNIPERO SERRA BLVD.
SUITE 270
SAN FRANCISCO, CA 94127
(415) 334-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
ROBERT A. FORRESTER, ESQ. NORMAN R. MILLER, ESQ.
1215 EXECUTIVE DR. WEST WOLIN, RIDLEY & MILLER, LLP
SUITE 102 3100 BANK ONE CENTER
RICHARDSON, TX 75081 1717 MAIN STREET
(972) 437-9898 DALLAS, TX 75201-4681
FAX (972) 480-8406 (214) 939-4900
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APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after
the effective date of the Registration Statement. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING PRICE MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SECURITY(2) OFFERING PRICE FEE(4)
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<S> <C> <C> <C> <C>
Common Stock.................... 230,000(1) $7.50 $1,725,000 $590
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Representative's Warrants(3).... 20,000 $0.001 $20 $1
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Common Stock Underlying
Representative's Warrants...... 20,000 $9.00 $180,000 $295
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Total........................... $886
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(1) Includes 30,000 shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) These shares may be issued upon exercise of the Warrants and the
Representative's Warrant. An additional indeterminate number of shares of
Common Stock are being registered hereby to cover any adjustments in the
number of shares issuable upon exercise of the Warrants and the
Representative's Warrant pursuant to antidilution provisions contained
therein.
(4) The registration fee for the additional securities registered pursuant to
this Registration Statement has been paid in full in connection with the
payment of the registration fee for the securities registered pursuant to
the Registration Statement on Form SB-2 (No. 333-50657).
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM SB-2 (FILE NO. 333-50657)
This Registration Statement filed pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, by Transnational Financial Corporation (the
"Company") hereby incorporates by reference into this Registration Statement
on Form SB-2 in its entirety the Registration Statement on Form SB-2 (File No.
333-50657) declared effective on June 23, 1998 by the Securities and Exchange
Commission, including each of the documents filed by the Company with the
Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Securities and Exchange Commission that
it has paid in full the registration fee for the additional securities
registered pursuant to this Registration Statement prior to its filing by
over-payment of the registration fee in connection with the Registration
Statement on Form SB-2 (No. 333-50657).
<PAGE>
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM SB-2 AND AUTHORIZES THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, CALIFORNIA ON JUNE
23, 1998.
TRANSNATIONAL FINANCIAL CORPORATION
By /s/ Joseph Kristul
-----------------------------------
Joseph Kristul
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Joseph Kristul Director, Chief June 23, 1998
- ------------------------------------- Executive Officer,
Joseph Kristul Principal
Accounting and
Financial Officer
/s/ Maria Kristul Director, President June 23, 1998
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Maria Kristul
/s/ Eugene Kristul Director, Secretary June 23, 1998
- -------------------------------------
Eugene Kristul
/s/ Hilary Whitley Director June 23, 1998
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Hilary Whitley
<PAGE>
ITEM 27. EXHIBITS
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<CAPTION>
EXHIBIT
NO. ITEM
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<C> <S>
5 Opinion of Robert A. Forrester, Esq.
23.1 Consent of Moss Adams LLP
23.2 Consent of Robert A. Forrester, Esq. is contained in his opinion filed
as Exhibit 5.1 to this Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5
ROBERT A. FORRESTER, ESQ.
1215 EXECUTIVE DRIVE WEST, SUITE 102
RICHARDSON, TX 75081
(972) 437-9898
June 24, 1998
Transnational Financial Corporation
301 Junipero Serra Blvd., Ste 270
San Francisco, CA 94127
Gentlemen:
I have acted as counsel to Transnational Financial Corporation, a California
corporation (the "Corporation"), in connection with the offering of 1,200,000
shares of the Corporation's Common Stock, without par value (the "Common
Stock"). Another 180,000 shares of Common Stock will be offered by the Kristul
Family LLC in the event the Underwriters' over allotment is exercised. In
addition, the Representative is purchasing a warrant to acquire up to shares
of Common Stock at an exercise price of 120% of the price of the shares of
Common Stock (the "Underwriters' Warrants").
I have participated in the preparation of the Registration Statement on Form
SB-2 covering the offering of Common Stock (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") pursuant
to Rule 462(b) on June 24, 1998, which incorporated by reference the
Registration Statement on Form SB-2 (No. 333-50657) filed with the Commission
on June 8, 1998 and declared effective by the Commission on June 23, 1998 , in
connection with which this opinion is rendered. As to various questions of
fact material to my opinion, I have examined such certificates of corporate or
public officials, corporate documents and records and other certificates,
opinions and instruments and have made such other investigations as I have
deemed necessary in connection with the opinions hereinafter set forth.
Based upon the foregoing and upon such investigation as I have deemed
necessary, I give you my opinion as follows:
1. The Corporation is duly organized and validly existing under the
laws of the State of California.
2. The Corporation has 10,000,000 authorized shares of Common Stock of
which 2,500,000 are outstanding. Said 2,500,000 of Common Stock have
been duly authorized and validly issued, are fully paid and
nonassessable.
3. The Common Stock, the Representative's Warrants, and the Common
Stock to be issued upon exercise of the Representative's Warrants
have been issued and sold upon the terms and conditions set forth in
the Registration Statement, then the Common Stock, the
Representative's Warrants, and the Common Stock to be issued upon
exercise of the Representative's Warrants will be validly authorized
and legally issued, fully paid and nonassessable.
I hereby consent (1) to be named in the Registration Statement, and in the
prospectus which constitutes a part thereof, as the attorney who will pass
upon legal matters in connection with the sale of the Common Stock, and (2)
the filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Robert A. Forrester
Robert A. Forrester, Esq.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form SB-2 of Transnational Financial Corporation of our report
dated June 4, 1998 on the financial statements of Transnational Financial
Corporation contained in the Registration Statement (the "Incorporated
Registration Statement") on Form SB-2 (Registration No. 333-50657), and to the
reference to us appearing under "Experts" in the Prospectus, which is a part of
the Incorporated Registration Statement.
Moss Adams LLP
San Francisco, California
June 23, 1998
